Dart entity adds swap on 195,649 notional Flutter shares

DART KENNETH BRYAN reported open-market purchase transactions in this Form 4 filing.

Rhea-AI Filing Summary

DART KENNETH BRYAN reported open-market purchase transactions in this Form 4 filing.

Flutter Entertainment plc disclosed that an entity owned by major shareholder Kenneth Bryan Dart entered into a new total return swap referencing 195,649 notional shares of Flutter common stock at a $102.2761 per-share reference price. The swap is scheduled to terminate on March 2, 2028 and will be cash-settled, with Dart’s entity paying the counterparty if the share price falls below the reference price and receiving payments if it rises above it.

The structure also has Dart’s entity paying monthly interest based on OBFR while receiving dividend-equivalent payments on the referenced shares. According to the filing, Lake Michigan Limited is the direct party to this swap, and LBS Limited is party to previously reported swaps on 7,453,418 notional shares, bringing the aggregate notional position to 8,242,509 shares, which Dart may be deemed to beneficially own to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 195,649 shares

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 195,649 shs ($20.01M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	195,649	$102.2761	$20.01M

Holdings After Transaction: Total Return Swap — 8,242,509 contracts (Indirect, See footnote)

Footnotes (2)

1. F1. The reference price for the Swap is $102.2761 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i) the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.
2. F2. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

New swap notional size: 195,649 notional shares Swap reference price: $102.2761 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

New swap notional size 195,649 notional shares Total return swap referencing Flutter common stock

Swap reference price $102.2761 per share Price level used to determine cash settlement at maturity

Swap maturity date March 2, 2028 Scheduled termination date; swap will be cash-settled

Previously reported swap position 7,453,418 notional shares Aggregate notional shares under swaps via LBS Limited

Aggregate notional position after transaction 8,242,509 shares Total notional Flutter shares referenced across swaps following this trade

Key Terms

Total Return Swap, reference price, cash-settled, OBFR, +2 more

6 terms

Total Return Swap financial

"disclosed that an entity owned by major shareholder Kenneth Bryan Dart entered into a new total return swap referencing 195,649 notional shares"

A total return swap is a private contract where one party pays the full economic performance of an asset (income plus price changes) to another party, while receiving a set payment such as a fixed rate or short-term interest in return. It matters to investors because it lets someone gain or shed exposure to an asset’s gains or losses without owning it, offering a way to borrow, hedge, or take leveraged positions while relying on the other party to make payments.

reference price financial

"The reference price for the Swap is $102.2761 per share."

A reference price is a single benchmark price set by an exchange or market system that serves as the starting point for trading measures such as opening auctions, daily price limits, or short-term comparisons. For investors it matters because it anchors how gains, losses and allowable price movement are calculated—like a tide level that tells you how far the market can legally or normally move from that starting point—so it affects order execution and risk management.

cash-settled financial

"The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled."

Cash-settled describes a financial contract that is resolved by paying the monetary difference between agreed and actual prices, instead of delivering the underlying asset. For investors, it matters because it simplifies trades—like settling a bet with cash rather than handing over the item—and affects liquidity, tax treatment, and counterparty exposure, since you receive or pay only the value change rather than owning or transferring the actual security or commodity.

OBFR financial

"the Swap at a rate based on OBFR."

notional shares financial

"direct "holder" of the "notional" shares."

beneficially own financial

"Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What insider transaction was reported for Flutter (FLUT)?

An entity owned by Kenneth Bryan Dart entered a new total return swap referencing 195,649 notional Flutter common shares. The swap functions economically like synthetic exposure to the stock, with cash settlement based on future share price movements versus a fixed reference price.

Who actually entered the total return swap related to Flutter shares?

The swap counterparty relationship is with Lake Michigan Limited, which is the direct holder of the notional shares. Lake Michigan Limited is owned by Kenneth Bryan Dart, who may be deemed to beneficially own the position to the extent of his pecuniary interest.

What are the key terms of Kenneth Dart’s new Flutter total return swap?

The swap references 195,649 notional Flutter shares at a $102.2761 reference price and is scheduled to terminate on March 2, 2028. It will be cash-settled, with payments based on the difference between future market prices and the reference price.

How does the total return swap affect Kenneth Dart’s overall Flutter exposure?

LBS Limited previously entered swaps covering 7,453,418 notional Flutter shares. With Lake Michigan Limited’s new 195,649-share swap, the aggregate notional position rises to 8,242,509 shares, which Dart may be deemed to beneficially own to the extent of his pecuniary interest.

How do cash flows work under this Flutter total return swap?

At maturity, Dart’s entity pays the counterparty any decline in price below $102.2761 and receives any increase above it. During the term, it pays monthly interest based on OBFR and receives payments equal to dividends on the referenced shares.

Is the Flutter total return swap physically settled with shares?

No. The filing states the swap is scheduled to terminate on March 2, 2028 and will be cash-settled. Settlement is based on the difference between the market price of the referenced shares and the fixed reference price at maturity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/02/2026 - 05:29 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DART KENNETH BRYAN

(Last) (First) (Middle)

P. O. BOX 31300

(Street)

GRAND CAYMAN

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Flutter Entertainment plc [ FLUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Total Return Swap	(1)	03/31/2026		P/K		195,649		03/02/2028	03/02/2028	Common Stock	195,649	$102.2761	8,242,509(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $102.2761 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i) the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.

2. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/Kenneth B Dart	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)